SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number: 2-60487
NOTIFICATION OF LATE FILING
Form 10-K Form 11-K Form 20-F X Form 10-Q
- --- Form N-SAR
For Period Ended:
- --- Transition Report on Form 10-K --- Transition Report on Form 10-Q
- --- Transition Report on Form 20-F --- Transition Report of Form N-SAR
- --- Transition Report on Form 11-K
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
PART I
REGISTRANT INFORMATION
Full name of registrant: United Grocers, Inc.
Address of principal executive office (Street and number):
6433 S.E. Lake Road (Post Office Box 22187), Milwaukie, Oregon 97269
PART II
RULE 12B-25 (B) AND (C)
The subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b).
X (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
- -- (b) The subject annual report on Form 10-K will be filed on or
before the fifteenth calendar day following the prescribed due
date; and
- -- (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
In the course of preparing the financial statements as of
October 3, 1997, and for the fiscal year then ended, management of United
Grocers, Inc. (the "Company"), determined that previously issued financial
statements, including those as of September 27, 1996, and for the fiscal year
then ended (as well as subsequent interim periods) should be revised. It is
expected that these revisions will affect the results reported in the financial
statements as of October 3, 1997, and for the fiscal year then ended, and the
financial statements as of January 2, 1998, and for the quarter then ended. Due
to a change in senior management and in key accounting personnel in fiscal year
1996, certain accounting issues need to be resolved prior to issuance of the
Form 10-Q. The Company and its independent accountants are reviewing the net
realizable value of certain used equipment, the collectibility of certain
receivables and the lease subsidy liability. The resolution of these items, and
the appropriate period in which to record these items, are under investigation
by management and the Company's independent accountants. Accordingly, the Form
10-Q will be filed as quickly as possible upon the completion of such
investigation.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Mark Tweedie, Vice President (503) 833-1000
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
-- Yes X No
A Form 12b-25 Notification of Late Filing was filed on January
2, 1998, with respect to the Company's Form 10-K for the fiscal year ended
October 3, 1997.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
X Yes -- No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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As indicated in the Company's Form 8-K filed December 22, 1997,
management expects the restatement of the Company's financial statements as of
September 27, 1996, and the fiscal year then ended, to reduce stockholders'
equity as of September 27, 1996, by approximately $10 million to $12 million.
Additionally, the Company expects to record non-recurring charges in the
financial statements for the fiscal year ended October 3, 1997, of approximately
$12 million to $14 million. It is expected that results of operations as of
October 3, 1997, will be materially worse than those reported in the financial
statements as of September 27, 1996 (prior to any restatement of such financial
statements). It is also expected that results of operations as of January 2,
1998, will be materially worse than those reported in the financial statements
as of December 27, 1996 (prior to any restatement of such financial statements).
Until the investigation described in Part III is completed, further details of
the anticipated change in results of operations are not determinable.
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United Grocers, Inc., has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date February 17, 1998 By /s/ Mark Tweedie
Mark Tweedie
Vice President
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